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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                     FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION
12(g)  OF THE  SECURITIES  EXCHANGE  ACT OF 1934 OR  SUSPENSION  OF DUTY TO FILE
REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                             Commission File Number     333-112531
                                                    -----------------------

                             Equinox Holdings, Inc.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                     895 Broadway, 3rd Floor, New York, NY 10003
                                 (212) 677-0180
- --------------------------------------------------------------------------------
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                            9% Senior Notes due 2009
- --------------------------------------------------------------------------------
            (Title of each class of securities covered by this Form)


- --------------------------------------------------------------------------------
  (Titles of all other classes of securities for which a duty to file reports
                     under section 13(a) or 15(d) remains)

        Please  place an X in the  box(es) to  designate  the  appropriate  rule
provision(s) relied upon to terminate or suspend the duty to file reports:

             Rule 12g-4(a)(1)(i)  [ ]      Rule 12h-3(b)(1)(i)  [X]
             Rule 12g-4(a)(1)(ii) [ ]      Rule 12h-3(b)(1)(ii) [ ]
             Rule 12g-4(a)(2)(i)  [ ]      Rule 12h-3(b)(2)(i)  [ ]
             Rule 12g-4(a)(2)(ii) [ ]      Rule 12h-3(b)(2)(ii) [ ]
                                           Rule 15d-6           [ ]

        Approximate  number of  holders  of record  as of the  certification  or
notice date:         2
            ---------------------

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
Equinox Holdings, Inc. has caused this  certification/notice to be signed on its
behalf by the undersigned duly authorized person.


Date:     February 17, 2006       By: /s/ Larry Segall
     --------------------------       -----------------------------------

Instruction:  This  form is  required  by Rules  12g-4,  12h-3  and 15d-6 of the
General Rules and Regulations under the Securities and Exchange Act of 1934. The
registrant  shall file with the Commission three copies of Form 15, one of which
shall be manually signed.  It may be signed by an officer of the registrant,  by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.





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